General Delivery and Payment Conditions

1. GENERAL

1.1. Kode Advisory B.V. (hereinafter referred to as: Kode) is a company that provides business support and advisory services to third parties (hereinafter referred to as: clients).

1.2. Business support and advisory services are provided to third parties (hereinafter referred to as: clients).

1.3. These general terms and conditions apply to all offers, activities, contracts, agreements, and quotations between Kode and clients or their legal successors (hereinafter referred to as: Assignments).

2. BASIS FOR QUOTATIONS

2.1. All quotations, whether oral or written, are issued subject to the applicability of these general terms and conditions of delivery and payment by Kode, applying to the quotation, its acceptance, and the resulting agreement.

2.2. Kode’s quotations are based on the information provided by the client. The client guarantees that all relevant information has been provided for the execution and pricing of the offered service. Kode will, in turn, carry out the Assignment to the best of its knowledge and ability.

2.3. All quotations are valid for one month, unless otherwise stated in the quotation.

2.4. The agreement is concluded once the acceptance of the offer has been received by Kode; this acceptance must indicate that the client agrees to the applicability of these terms and waives any general terms of their own.

3. FEES

3.1. For each Assignment, Kode aims to provide the client with a clear cost estimate in advance.

3.2. Secretarial and office costs are included in the quoted fee.

3.3. Accommodation, travel, and train or airfare costs are not included in the fee and will be invoiced separately.

3.4. External costs, such as those of external advisors (e.g., accountants, notaries, legal and tax consultants), are not included in the fee. These services are preferably contracted directly by the client. If contracted through Kode, such costs will be invoiced separately without surcharge.

4. PAYMENT TERMS

4.1. At the beginning of each calendar month, Kode will invoice the client for work performed during the previous period or according to an agreed payment schedule.

4.2. Payment is due within 14 days of the invoice date unless otherwise agreed in the quotation.

4.3. Thirty days after the invoice date, statutory interest may be charged without notice of default.

4.4. In case of non-payment, Kode may suspend or cancel further execution of the Assignment.

4.5. If the client fails to meet payment obligations and Kode must pursue collection, all related costs (judicial and extrajudicial) will be borne by the client. These costs amount to 15% of the outstanding invoice amount, with a minimum of €150.

5. PRICE INDEXATION

5.1. All prices, fees, and rates offered by Kode are annually adjusted for inflation based on the Dutch Service Price Index (DPI) for commercial services, as published by CBS.

6. TERMINATION OF THE ASSIGNMENT

6.1. Without prejudice to the client’s legal right to terminate, the client may immediately terminate the Assignment (or at a specified later date) by written notice to Kode if:

6.1.1. A Material Service Failure occurs.
6.1.2. Kode commits a material or persistent breach and, if remediable, fails to correct it within thirty (30) working days after written notice specifying the breach.
6.1.3. Kode is subject to an Insolvency Event.
6.1.4. Kode commits a money laundering offense under the Dutch Anti-Money Laundering and Terrorist Financing Act.
6.1.5. Kode or any of its officers, employees, subcontractors, or agents engages in bribery.

6.2. Kode may terminate the Assignment due to non-payment by the client. Such termination may only occur after sixty (60) working days from written notice, provided that a follow-up notice was sent within thirty (30) working days announcing termination if payment is not made within the next thirty (30) working days.

6.3. Effects of termination/expiration

6.3.1. For monthly-paid Assignments, the client pays for services delivered up to termination. Kode bears the risk of loss of occupancy. Any unpaid invoices remain payable.
6.3.2. For Assignments paid in equity, the applicable shareholders or share purchase agreements remain in force.
6.3.3. For Assignments converted into (Convertible) Loans, the applicable loan agreements remain in force.
6.3.4. For Assignments compensated through success fees, both parties will negotiate in good faith to find a mutually acceptable resolution.

6.4. Termination by the client does not entitle the client to additional claims for damages.

7. CONFIDENTIALITY

7.1. Kode commits to keeping all client information and data confidential.

7.2. The client may not disclose Kode’s methods, approach, or reports to third parties without prior consent.

7.3. Models, techniques, and tools used for the Assignment remain Kode’s intellectual property.

7.4. The client may reproduce documents for internal use, insofar as it aligns with the purpose of the Assignment.

7.5. Where the services involve processing of the client's personal data, Kode acts as Data Controller under the GDPR.

7.6. Where services involve processing of personal data collected by the client (as Data Controller), Kode acts as Processor and will only process data per client instructions and in accordance with a separate Data Processing Agreement.

7.7. Kode will implement appropriate technical and organizational measures to protect personal data against loss or unlawful processing, considering the state of the art and associated costs, with a focus on preventing unnecessary collection or processing.

8. LIABILITY

8.1. Kode is not liable for advice or results from its support. Clients are free to follow or disregard Kode’s advice and are responsible for implementation and outcomes.

8.2. In case of liability, any compensation is limited to the invoice amount billed by Kode to the client for the relevant work.

8.3. If liability concerns a longer period, the compensation will not exceed the total invoices from the last three months preceding the liability event.

8.4. Claims must be submitted within six months of service delivery; otherwise, rights lapse.

9. DISPUTES

9.1. If a dispute arises from this agreement or related agreements, the parties will jointly appoint a mediator.

9.2. If mediation fails, either party may submit the dispute to the competent court in the district where the relevant Kode partner operates.

9.3. A dispute exists once one party notifies the other by registered letter.

9.4. If no agreement on a mediator is reached within three weeks, the Dutch Mediation Institute may be asked to appoint one.

9.5. Mediation costs are shared equally by both parties.

9.6. These provisions do not preclude the right to seek injunctive relief from the President of the Court.

9.7. Dutch law exclusively governs this agreement and all services by Kode.

9.8. Deviations from these terms are valid only if explicitly agreed in writing and apply only to the specific agreement. All other terms remain fully in force.